Secretary of State
Business Programs Division
Business Entities, 1500 11th Street, Sacramento, CA 95814
AMDT- Nonprofit Information (Rev. 01/2016)
California Secretary of State
www.sos.ca.gov/business/be
(916) 657-5448
Amendment of
California Nonprofit Corporations
To amend (change, add or delete) provisions contained in the Articles of Incorporation, it is
necessary to prepare and file with the California Secretary of State a Certificate of Amendment of
Articles of Incorporation in compliance with California Corporations Code sections 5810-5820 (public
benefit and religious corporations), sections 7810-7820 (mutual benefit corporations) or sections
12500-12510 (general cooperative corporations).
A sample meeting statutory requirements for most filings is attached. The sample may be used as a
guide when preparing documents by making modifications as necessary to meet the specific needs
of the amending corporation. Please refer to the above referenced California Corporations Code
sections prior to modification.
Where to File
The Certificate of Amendment can be mailed to Secretary of State, Document Filing Support Unit,
1500 11th Street, 3rd Floor, Sacramento, CA 95814 or delivered in person (drop off) to the
Sacramento office. Certificates of Amendment are filed only in the Secretary of State’s Sacramento
office.
To facilitate the processing of documents mailed to the Secretary of State, a letter referencing the
corporate name and number as well as the sender’s name, return address and telephone number
should be included with the submittal.
Go to www.sos.ca.gov/business-programs/business-entities/processing-times to get the current
processing times and determine which method of submission meets your needs.
Fees
The fee for filing a Certificate of Amendment is $30.00. In addition to the filing fee, there is a
non-refundable $15.00 special handling fee for processing documents delivered in person (drop off)
at the Sacramento office. The preclearance and/or expedited filing of a document within a
guaranteed tim
e frame can be requested for an additional non-refundable fee in lieu of the special
handling fee. For detailed information about preclearance and expedited filing services, go to
www.sos.ca.gov/business-programs/business-entities/service-options. Payment for special handling
or preclearance and expedited filing services should be made in a separate check. These services
are not applicable to documents submitted by mail. Check(s) should be made payable to the
Secretary of State.
Copies
Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the
copy upon request and payment of a $5.00 certification fee at the time of submission. To get
additional copies, include a separate request and payment for copy fees when the document is
submitted. Copy fees are $1.00 for the first page and $.50 for each additional page. For certified
copies, there is an additional $5.00 certification fee, per copy.
Amendment of California Nonprofit Corporations
Instructions
The attached sample can be used as a guide when drafting a Certificate of Amendment. The certificate
should be typed following the instructions set forth below.
Certificates of Amendment are most often made by the president and secretary of the corporation and
for that reason the sample has been formatted using those officers. If the document will be signed by
officers other than the President and Secretary, or if the sample does not adequately cover the needs of
the corporation, documents must be prepared with modifications to meet the specific requirements of
the corporation. Please refer to California Corporations Code sections 5810-5820 (public benefit and
religious corporations), sections 7810-7820 (mutual benefit corporations) or sections 12500-12510
(general cooperative corporations) prior to modification.
Note: The California Corporations Code prohibits any amendment of Articles of Incorporation altering
the statement of the name and address of the corporation’s initial agent for service of process, and if
listed in the original Articles of Incorporation, the corporation’s initial street address and/or mailing
address. To update our records to show the current information, you must file a Statement of
Information (Form SI-100) as required by California Corporations Code section 6210 (public benefit
corporations), section 8210 (mutual benefit corporations), section 9660 (religious corporations) or
section 12570 (general cooperative corporations). To get Form SI-100, go to www.sos.ca.gov/business-
programs/business-entities/statements.
• Paragraph 1 - must be set forth the current name of the corporation exactly as the name is of
record with the Secretary of State (including punctuation and abbreviations).
• Paragraph 2 - must identify the specific provision being amended by the numerical or other
designation assigned to the provision in the original articles, (i.e., "I", "FIRST" or "ONE"). If the
article provision was not assigned a designation, the present language of the existing provision
must be quoted.
The paragraph must also include the language that will replace the language presently of record.
Note, if the purpose of the amendment is to change the name of the corporation, the words
"The name of the corporation is" must precede the proposed new name.
• Paragraph 3 - must state the amendment has been approved by the board of directors.
• Paragraph 4 - must state the amendment has been approved by the required vote of the members.
If the corporation has no members separate from the board of directors, member approval is not
required. However, the certificate must state the corporation has no members.
DO NOT include both #4 paragraphs when preparing the certificate. Use ONLY the applicable
statement.
• The certificate must be dated, signed and verified by the president and secretary. Each person's
name and title should be typed directly below their respective signature.
Except for the purpose of filing an application with the California Franchise Tax Board for exempt status
or amending the articles of incorporation as necessary either to perfect that application or to set forth a
new name, a Certificate of Amendment can only be filed if the corporation has an active status on the
records of the California Secretary of State. (California Corporations Code section 5008.6.) Please
check the corporation's records and status before submitting documents for filing with our office. The
status of the entity can be checked online on the California Secretary of State's Business Search
at BusinessSearch.sos.ca.gov.
AMDT- Nonprofit Instructions (Rev. 01/2016)
California Secretary of State
www.sos.ca.gov/business/be
(916) 657-5448
Secretary of State
Business Programs Division
Business Entities
1500 11th Street, Sacramento, CA 95814
P.O. Box 944260, Sacramento, CA 94244-2600
For fastest service, file online at bizfileOnline.sos.ca.gov.
• Complete and include this form with your paper submission. This form will not be made part of
the filed document.
• Make all checks or money orders payable to the Secretary of State.
• In-person submissions (excluding Statements of Information): $15 special handling fee. Do not
include a $15 special handling fee when submitting documents by mail.
• All submissions are reviewed in the date order of receipt, with online submissions given priority.
For updated processing time information, visit www.sos.ca.gov/business/be/processing-dates.
• To obtain a certified copy, include certification fees with your submission.
Contact Person (Please type or print legibly):
First Name:
Last Name:
Phone Number:
Entity Information (Please type or print legibly):
Entity Name:
Entity Number (if applicable):
Comments:
Submission Cover Sheet (REV 03/2024)
Note: All correspondence related to your submission will be
sent to the name and address on your check or money order.
Email:
Instructions:
Business Entities Submission Cover Sheet
Clear Form
Print Form
Sample
Certificate of Amendment
of Articles of Incorporation
The undersigned certify that:
1. They are the president and the secretary, respectively, of (NAME OF
CORPORATION) , a California corporation.
2. Article (INSERT CORRECT DESIGNATION) of the Articles of
Incorporation of this corporation is amended to read as follows:
(HERE TYPE THE ARTICLE PROVISION AS AMENDED)
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the board of directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of the members.
OR
4. The corporation has no members.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct of
our own knowledge.
DATE:
(Signature of President)
(Typed Name of President), President
(Signature of Secretary)
(Typed Name of Secretary), Secretary
AMDT-Nonprofit Sample (Rev. 01/2016) California Secretary of State
www.sos.ca.gov/business/be
(916) 657-5448
NOTE
Use only one of
the #4 statements
DO NOT USE
BOTH
STATEMENTS
